Exhibit 4.3


 


EXECUTION COPY


 


AMENDMENT NO. 2 TO

AMENDED AND RESTATED INTERCREDITOR AGREEMENT


 


THIS AMENDMENT NO.
2 TO AMENDED AND RESTATED INTERCREDITOR AGREEMENT, dated as of November 24, 2015 (this “Amendment”), is among
GE Commercial Distribution Finance LLC, a Delaware limited liability company (“CDF”), Brunswick Acceptance Company,
LLC, a Delaware limited liability company (“BAC”), Polaris Acceptance, an Illinois general partnership (“PA”),
General Electric Capital Corporation, a Delaware corporation (“GECC” and together with CDF, BAC and PA, the
“Sellers”), GE Dealer Floorplan Master Note Trust (the “Trust”) and GECC, as servicer (the
“Servicer”).


 


BACKGROUND


 


WHEREAS, the parties
hereto are parties to an Amended and Restated Intercreditor Agreement dated as of November 9, 2006 (as amended through the date
hereof, the “Intercreditor Agreement”);


 


WHEREAS, on September
30, 2015, GECC delivered a Notice of Seller Termination to CDF Funding, Inc. notifying it that GECC intended to cease to be a party
to the Amended and Restated Receivables Sale Agreement, dated as of July 11, 2014 (as amended, the “Receivables Sale Agreement”),
on September 30, 2015, which shall be the “Seller Termination Date” with respect to GECC for all purposes under the
Receivables Sale Agreement.


 


NOW, THEREFORE, in
consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto hereby agree as follows:


 


SECTION 1. Definitions.
Capitalized terms defined in the Intercreditor Agreement and used but not otherwise defined herein have the meanings given to them
in (or by reference in) the Intercreditor Agreement.


 


SECTION 2. Amendments
to the Intercreditor Agreement. The Intercreditor Agreement is hereby amended as follows:


 


(a)          The
definition of “Seller” in Section 1.1 of the Intercreditor Agreement is hereby amended and restated in its entirety
to read as follows:


 


“Seller” is
defined in the Receivables Sale Agreement.


 


(b)          The
Intercreditor Agreement is hereby amended by removing GECC as a Seller party thereto.


 


(c)          Section
5.6 of the Intercreditor Agreement is hereby amended by adding the following two sentences to the end of such Section:


 


“The Servicer may assign
all of its rights and obligations as Servicer under this Agreement to any successor Master Servicer under the Servicing Agreement.
Upon such assignment, the assigning Servicer shall be released from its obligations under this Agreement. All references herein
to the Servicer shall include its successors and assigns.”


 




    
	 	 	Amendment No. 2 to Amended and Restated
	 	 	Intercreditor Agreement





     


    

 


SECTION 3. Limitation
of Liability of the Trustee. It is expressly understood and agreed by the parties hereto that (a) this document is executed
and delivered by BNY Mellon Trust of Delaware, not individually or personally, but solely as Trustee of the Trust, (b) each of
the representations, undertakings and agreements herein made on the part of the Trust is made and intended not as a personal representation,
undertaking and agreement by BNY Mellon Trust of Delaware but is made and intended for the purpose of binding only the Trust, (c)
nothing herein contained shall be construed as creating any liability on BNY Mellon Trust of Delaware, individually or personally,
to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the
parties hereto and by any Person claiming by, through or under the parties hereto and (d) under no circumstances shall BNY Mellon
Trust of Delaware be personally liable for the payment of any indebtedness or expenses of the Trust or be liable for the breach
or failure of any obligation, representation, warranty or covenant made or undertaken by the Trust under this document.


 


SECTION 4. Miscellaneous.


 


(a)          This
Amendment is dated as of the date first set forth above and shall become effective when counterparts hereof shall have been executed
and delivered by the parties hereto, and thereafter this Amendment shall be binding on the parties hereto and their respective
successors and assigns.


 


(b)          The
Intercreditor Agreement, as amended hereby, remains in full force and effect. On and after the date hereof, each reference in the
Intercreditor Agreement to “this Agreement”, “hereof”, “hereunder” or words of like import,
and each reference in any other Related Document to the Intercreditor Agreement, shall mean and be a reference to such Intercreditor
Agreement, as amended hereby.


 


(c)          Except
as expressly amended hereby, the Intercreditor Agreement shall remain in full force and effect and is hereby ratified and confirmed
by the parties hereto.


 


(d)          THIS
AMENDMENT AND THE OBLIGATIONS ARISING HEREUNDER SHALL IN ALL RESPECTS, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE,
BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING SECTIONS
5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW, BUT WITHOUT REGARD TO ANY OTHER CONFLICT OF LAWS PROVISIONS THEREOF) AND ANY
APPLICABLE LAWS OF THE UNITED STATES OF AMERICA.


 




    
	 	2 	Amendment No. 2 to Amended and Restated
	 	 	Intercreditor Agreement





     


    

 


(e)          EACH
PARTY HERETO HEREBY CONSENTS AND AGREES THAT THE STATE OR FEDERAL COURTS LOCATED IN THE BOROUGH OF MANHATTAN IN NEW YORK CITY SHALL
HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIM OR DISPUTES BETWEEN THEM PERTAINING TO THIS AMENDMENT OR TO ANY MATTER
ARISING OUT OF OR RELATED TO THIS AMENDMENT; PROVIDED, THAT EACH PARTY HERETO ACKNOWLEDGES THAT ANY APPEAL FROM THOSE COURTS
MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE OF THE BOROUGH OF MANHATTAN IN NEW YORK CITY. EACH PARTY HERETO SUBMITS AND CONSENTS
IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, AND EACH PARTY HERETO WAIVES ANY OBJECTION THAT
SUCH PARTY MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS AND HEREBY
CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT. EACH PARTY HERETO HEREBY WAIVES
PERSONAL SERVICE OF THE SUMMONS, COMPLAINT AND OTHER PROCESS ISSUED IN ANY SUCH ACTION OR SUIT AND AGREES THAT SERVICE OF SUCH
SUMMONS, COMPLAINT AND OTHER PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO SUCH PARTY AT ITS ADDRESS DETERMINED
IN ACCORDANCE WITH SECTION 7.1 OF THE INTERCREDITOR AGREEMENT AND THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER
OF SUCH PARTY’S ACTUAL RECEIPT THEREOF OR THREE DAYS AFTER DEPOSIT IN THE UNITED STATES MAIL, PROPER POSTAGE PREPAID. NOTHING
IN THIS SECTION SHALL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.


 


(f)          BECAUSE
DISPUTES ARISING IN CONNECTION WITH COMPLEX FINANCIAL TRANSACTIONS ARE MOST QUICKLY AND ECONOMICALLY RESOLVED BY AN EXPERIENCED
AND EXPERT PERSON AND THE PARTIES WISH APPLICABLE STATE AND FEDERAL LAWS TO APPLY (RATHER THAN ARBITRATION RULES), THE PARTIES
DESIRE THAT THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE LAWS. THEREFORE, TO ACHIEVE THE BEST COMBINATION OF
THE BENEFITS OF THE JUDICIAL SYSTEM AND OF ARBITRATION, THE PARTIES HERETO WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT,
OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, ARISING OUT OF, CONNECTED WITH,
RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AMENDMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY.


 


(g)          Headings
used herein are for convenience of reference only and shall not affect the meaning of this Amendment or any provision hereof.


 


(h)          This
Amendment may be executed in any number of counterparts, and by the parties hereto on separate counterparts, each of which when
executed and delivered shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.


 


(i)          Executed
counterparts of this Amendment may be delivered electronically.


 


[SIGNATURES
FOLLOW] 


 




    
	 	3 	Amendment No. 2 to Amended and Restated
	 	 	Intercreditor Agreement





     


    

 


IN WITNESS WHEREOF,
the parties hereto have caused this Amendment to be duly executed as of the date and year first above written.


 


	 	GENERAL ELECTRIC 
	 	CAPITAL CORPORATION,
	 	as the Servicer and as a Seller
	 	 	 
	 	By:  	/s/Thomas A. Davidson
	 	Name:	Thomas A. Davidson
	 	Title:	Authorized Signatory


 




    
	 	S-1 	Amendment No. 2 to Amended and Restated
	 	 	Intercreditor Agreement




     


    

 


	 	GE COMMERCIAL DISTRIBUTION FINANCE LLC,
	 	as a Seller
	 	 	 
	 	By:  	/s/John E. Peak
	 	Name:	John E. Peak
	 	Title:	Vice President


 




    
	 	S-2 	Amendment No. 2 to Amended and Restated
	 	 	Intercreditor Agreement




     


    

 


	 	BRUNSWICK ACCEPTANCE 
	 	COMPANY, LLC,
	 	as a Seller
	 	 	 
	 	By:  	/s/John E. Peak
	 	Name:	John E. Peak
	 	Title:	Management Committee Member


 




    
	 	S-3 	Amendment No. 2 to Amended and Restated
	 	 	Intercreditor Agreement




     


    

 


	 	POLARIS ACCEPTANCE,
	 	as a Seller
	 	 	 
	 	By:  	/s/John E. Peak
	 	Name:	John E. Peak
	 	Title:	Management Committee Member




    
	 	S-4 	Amendment No. 2 to Amended and Restated
	 	 	Intercreditor Agreement




     


    

 


	 	GE DEALER FLOORPLAN MASTER 
	 	NOTE TRUST
	 	 	 
	 	By:	BNY MELLON TRUST OF DELAWARE,
	 	 	not in its individual capacity,
	 	 	but solely as Trustee on behalf of the Trust
	 	 	 
	 	By:  	/s/Kristine K. Gullo
	 	Name:	Kristine K. Gullo
	 	Title:	Vice President




    
	 	S-5 	Amendment No. 2 to Amended and Restated
	 	 	Intercreditor Agreement




     


    

 


	 	DEUTSCHE BANK TRUST COMPANY
	 	AMERICAS,
	 	not in its individual capacity
	 	but solely as Indenture Trustee
	 	 	 
	 	By:  	/s/Louis Bodi
	 	Name:	Louis Bodi
	 	Title:	Vice President
	 	 	 
	 	By:	/s/Maria Inoa
	 	Name:	Maria Inoa
	 	Title:	Assistant Vice President


 




    
	 	S-6 	Amendment No. 2 to Amended and Restated
	 	 	Intercreditor Agreement